GREEN
      SCREEN INTERACTIVE SOFTWARE, INC.

     

    NOTE
      PURCHASE AGREEMENT

     

     

    Dated
      as
      of May 16, 2008

     

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    GREEN
      SCREEN INTERACTIVE SOFTWARE, INC.

     

    NOTE
      PURCHASE AGREEMENT

     

    This
      Note
      Purchase Agreement (this “Agreement”), dated as of May 16, 2008, is entered into
      by and between Green Screen Interactive Software, Inc. a Delaware corporation
      (the “Company”), and Mandalay Media, Inc. (“Purchaser”). In consideration of the
      mutual promises and covenants contained in this Agreement, the parties hereto
      agree as follows:

     

    1.    Authorization;
      Sale of Note.

     

    1.1 Authorization.
      The
      Company has duly authorized the sale and issuance, pursuant to the terms of
      this
      Agreement, of a convertible secured promissory note in the principal amount
      of
      $2,000,000,
      substantially in the form attached hereto as Exhibit
      A
      (the
“Note

     

    1.2 Sale
      of Note.
      Subject
      to the terms and conditions of this Agreement, at the Closing, the Company
      will
      sell and issue to the Purchaser, and the Purchaser will purchase the Note in
      the
      principal amount of $2,000,000 for a purchase price equal to the principal
      amount of the Note (the “Purchase Price”). 

     

    1.3 Use
      of
      Proceeds.
      The
      Company will use the proceeds of the sale of the Note to (a) fund capital
      expenditures and operating expenses (including corporate overhead), but not
      for
      any payments related to any future acquisitions for or by the Company until
      the
      consummation of the Qualified Financing (as defined in the Note) and (b) to
      pay
      the legal fees and disbursements referenced in Section 7.3 hereof.

     

    1.4 Taxes
      and Filings.
      The
      Company shall pay all taxes payable with respect to the issuance of the Note,
      if
      any, and the securities issuable upon conversion of the Note (the “Underlying
      Securities”), provided that the Company shall not be required to pay any tax
      which may be payable in respect of any transfer involved in the issue and
      delivery of the Note or Underlying Securities in a name other than that of
      a
      Purchaser. The Company shall make all appropriate filings required to be made
      under the laws of Delaware and any other jurisdiction with respect to the
      transactions contemplated by this Agreement.

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.    Closing;
      Closing Deliverables.

     

    2.1 Closing.

     

    (a) Closing.
      Subject
      to the terms and conditions of this Agreement, the closing (the “Closing”) of
      the sale and purchase of the Note under this Agreement shall take place at
      the
      offices of Mintz Levin Cohn Ferris Glovsky and Popeo PC, The Chrysler Center,
      666 Third Avenue, New York, New York 10017 (“Mintz Levin”) (or remotely via the
      exchange of documents and signatures) on the date of this Agreement or upon
      such
      other date and time as may be mutually agreeable to the Company and Purchaser.
      The
      date
      of the Closing is referred to herein as the “Closing Date”.

     

    2.2 Closing
      Deliverables.
      

     

    (a) The
      Company and the Purchaser shall execute and deliver the Collateral
      Pledge and Security Agreement, in the form attached hereto as Exhibit
      B
      (the
“Security Agreement”) and the Guaranty of Ryan A. Brant in the form attached
      hereto as Exhibit
      C;

     

    (b) The
      Company shall deliver to the Purchaser if requested certificates, as of the
      most
      recent practicable dates (and no more than 30 days before such Closing), (i)
      as
      to the good standing of the Company issued by the Secretary of State of its
      State of organization, and (ii) as to the due qualification of the Company
      and
      each of the Subsidiaries as a foreign corporation, limited liability company,
      partnership or other entity, as applicable, issued by the Secretary of State
      of
      each jurisdiction where the nature of the business conducted by, and properties
      and assets owned by, the Company and each of the Subsidiaries, make such
      qualification necessary;

     

    (c) The
      Company shall make available for delivery if requested to the Purchaser a
      Certificate of the Secretary of the Company attesting as to (i) the Company’s
      Certificate of Incorporation, as amended or restated, as applicable (including
      by reason of the Certificate) (the “Charter”), and By-lawsas of the Closing
      Date; (ii) the signatures and titles of the officers of the Company executing
      this Agreement or any of the other agreements to be executed and delivered
      by
      the Company at the Closing; and (iii) resolutions of the Board of Directors
      of
      the Company, authorizing and approving all matters in connection with this
      Agreement and the Ancillary Agreements (as defined below) and the transactions
      contemplated hereby and thereby;

     

    (d) Berkowitz,
      Trager & Trager LLC, counsel for the Company, shall deliver to the Purchaser
      an opinion, dated as of the Closing Date, in form and substance reasonably
      satisfactory to the Purchaser and its counsel; 

     

    (e) There
      shall be no litigation, claim or proceeding pending or, to the Company’s
      knowledge, threatened against the Company relating to this Agreement or the
      transactions contemplated hereby;

     

    (f) The
      Company shall deliver to Purchaser an executed Note registered in the name
      of
      Purchaser;

     

     


    
      
        
        

      

      
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    (g) Purchaser
      shall pay to the Company the Purchase Price for the Note by way of wire transfer
      or immediately available funds to an account designated in writing by the
      Company;
      and

     

    (h) The
      Company shall have delivered to the Purchaser such other documents or agreements
      necessary to consummate the transactions contemplated by this Agreement and
      the
      Ancillary Agreements, including, but not limited to, copies of any
      authorizations, consents and approvals required to be obtained in connection
      with the consummation of the transactions contemplated by this Agreement and/or
      the Ancillary Agreements.

     

    3.    Representations
      of the Company.
      Except
      as disclosed by the Company in 

     

    Exhibit
      D
      hereto
      (collectively, the “Company’s Disclosure Schedule”), the Company hereby
      represents and warrants to Purchaser that the statements contained in this
      Section 3 are complete and accurate as of the date of this Agreement. The
      Company’s Disclosure Schedule shall be arranged in sections corresponding to the
      numbered and lettered sections and subsections contained in this Section 3.
      For
      purposes of this Agreement a “Company Material Adverse Effect” shall mean a
      material adverse effect on the business, assets, prospects or financial
      condition of the Company taken as a whole. For purposes of this Agreement,
      the
      term “knowledge” shall mean, with respect to the Company, the actual knowledge
      of Ron Chaimowitz, David Fremed and Evan Gsell, and shall, include knowledge
      of
      such facts or other matters as a prudent person, in their position with the
      Company, could be expected to discover or otherwise become aware of in the
      course of conducting a reasonable investigation concerning the existence of
      such
      fact or matter.

     

    3.1 Organization
      and Standing.
      The
      Company is a corporation duly formed, validly existing and in good standing
      under the laws of the State of Delaware and has full organizational power and
      authority to conduct its business as presently conducted and as proposed to
      be
      conducted by it and to enter into and perform this Agreement, the Note the
      Security Agreement and the Guaranty(collectively, but not including this
      Agreement, the “Ancillary Agreements”) and to carry out the transactions
      contemplated by this Agreement and the Ancillary Agreements.  The
      Company is duly qualified to do business as a foreign company and is in good
      standing in each jurisdiction in which the failure so to qualify would have
      a
      Company Material Adverse Effect. The Company has furnished to the Purchaser
      complete and accurate copies of its Charter and By-laws, as amended to date
      and
      presently in effect. 

     

    3.2 Subsidiaries.
      Except
      as set forth in Section 3.2 of the Company Disclosure Schedule, the Company
      does
      not own or control, directly or indirectly, any shares of capital stock of
      any
      other corporation or any interest in any partnership, limited liability company,
      joint venture or other non-corporate business enterprise (all of such entities
      listed on Section 3.2 of the Company Disclosure Schedule individually a
“Subsidiary” and collectively, the “Subsidiaries”).
      Each
      Subsidiary is validly existing and in good standing under the laws of the
      jurisdiction of its formation, has all requisite power to own, lease and operate
      its properties and to carry on its business as currently conducted and as
      proposed to be conducted, and is duly qualified to do business and is in good
      standing in each jurisdiction in which it owns or leases property or conducts
      any business so as to require such qualification except
      for those jurisdictions where the failure to be so qualified and in good
      standing would not in the aggregate have a material adverse effect on the
      Company and the Subsidiaries taken as a whole. Section 3.2 of the Company
      Disclosure Schedule contains a true and complete list of the Subsidiaries and
      sets forth with respect to each such Subsidiary the jurisdiction of formation,
      the authorized and outstanding ownership interests of such Subsidiary and the
      owner(s) of record of such outstanding ownership interests. The outstanding
      ownership interests of each Subsidiary are duly authorized, validly issued,
      fully paid and nonassessable, and are owned by the Company or another Subsidiary
      free and clear of all liens, encumbrances, security interests or other like
      rights.

     

     


    
      
        
        

      

      
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    3.3 Capitalization.

     

    (a) Section
      3.3(a) of the Company’s Disclosure Schedule includes a complete and accurate
      list, as of the Closing Date, of the holders of capital stock of the Company,
      on
      a fully-diluted basis, assuming conversion, exercise or exchange of each
      outstanding option, warrant or other right to purchase capital units of the
      Company.

     

    (b) Except
      as
      set forth on Section 3.3(b) of the Company’s Disclosure Schedule, neither
the
      Company nor any of its Subsidiaries have any outstanding options, warrants,
      convertible securities or other rights to purchase or acquire membership
      interests of the Company.

     

    3.4 Issuance
      of Securities.
      The
      issuance, sale and delivery of the Note in accordance with this Agreement has
      been duly authorized by all necessary corporate action on the part of the
      Company.
      The
      Note when issued, sold and delivered against payment therefor in accordance
      with
      the provisions of this Agreement, will be duly and validly issued, free and
      clear of all liens, encumbrances and restrictions on transfer of every kind
      and
      nature whatsoever, other than restrictions on transfer imposed on the Purchaser
      under this Agreement and the Ancillary Agreements or applicable state and
      federal securities laws.

     

    3.5 Authority
      for Agreement; No Conflict.

     

    (a) The
      execution, delivery and performance by the Company of this Agreement and the
      Ancillary Agreements, and the consummation by the Company of the transactions
      contemplated hereby and thereby, have been duly authorized by all necessary
      organizational action. This Agreement has been, and the Ancillary Agreements
      when executed at the Closing will be, duly executed and delivered by the Company
      and constitute valid and binding obligations of the Company enforceable in
      accordance with their respective terms, subject as to enforcement of remedies
      to
      applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting generally the enforcement of creditors’ rights and subject to a
      court’s discretionary authority with respect to the granting of a decree
      ordering specific performance or other equitable remedies.

     

    (b) Except
      as
      set forth in Section 3.5(b) of the Company’s Disclosure Schedule, the execution
      and delivery of this Agreement and the Ancillary Agreements, the consummation
      of
      the transactions contemplated hereby and thereby and the compliance with their
      respective provisions by the Company will not (i) conflict with or violate
      any
      provision of the Charter or Bylaws, (ii) conflict with, result in a breach
      of,
      constitute (with or without due notice or lapse of time or both) a default
      under, result in the acceleration of obligations under, create in any party
      the
      right to accelerate, terminate, modify or cancel, or require any notice, consent
      or waiver under, any Material Contract (as defined below), Security Interest
      (as
      defined below) or other arrangement to which the Company or any of its
      Subsidiaries is a party or by which the Company or any of its Subsidiaries
      is
      bound or to which its assets are subject, (iii) result in the imposition of
      any
      Security Interest upon any assets of the Company or any of its Subsidiaries,
      or
      (iv) to the Company’s knowledge, violate
      any order, writ, injunction, decree, statute, law, rule or regulation applicable
      to the Company or any of its Subsidiaries, its business as currently conducted
      or as proposed to be conducted or any of its properties or assets (collectively,
      “Applicable Laws and Orders”). For purposes of this Agreement, “Security
      Interest” means any mortgage, pledge, security interest, encumbrance, charge or
      other lien (whether arising by contract or by operation of law).

     

     


    
      
        
        

      

      
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    3.6 Governmental
      Consents.
      Except
      for such filings as shall have been made prior to and shall be effective on
      and
      as of the Closing and the filing with the Securities and Exchange Commission
      of
      a Form D under the Securities Act, no consent, approval, order or authorization
      of, or registration, qualification, designation, declaration or filing with
      or
      notice to, any court, arbitrational tribunal, administrative agency,
      instrumentality, department, agency or commission or other governmental or
      regulatory authority or agency, whether foreign, federal, state, provincial,
      county or local (each of the foregoing is hereafter referred to as a
“Governmental Entity”) is required on the part of the Company in connection with
      execution and delivery of this Agreement and the Ancillary Agreements, the
      offer, issuance, sale and delivery of the Note, or the other transactions
      contemplated by this Agreement and the Ancillary Agreements. Based, in part,
      on
      the representations made by the Purchaser in Section 4
      of this
      Agreement, the offer and sale of the Note to of the Purchaser will be exempt
      from the registration requirements of Section 5 of the Securities
      Act.

     

    3.7 Litigation.
      There
      are no actions, suits or proceedings, or governmental inquiries or
      investigations, pending, or, to
      the
      Company’s knowledge, threatened, against the Company or any of its Subsidiaries.


     

    3.8 Financial
      Statements.
      The
      Company has furnished to the Purchaser a complete and accurate copy of the
      internally prepared and unaudited consolidated balance sheet of the Company
      and
      each of its Subsidiaries (the “Balance Sheet”) as of December 31, 2007 (the
“Balance Sheet Date”) and the related consolidated statements of income for the
      three months then ended (collectively, the “Financial Statements”). The
      Financial Statements are in accordance with the books and records of the
      Company
      and each
      of its Subsidiaries and present fairly the financial condition and results
      of
      operations of the Company and each of its Subsidiaries at the dates and for
      the
      periods indicated.

     

    3.9 Absence
      of Undisclosed Liabilities.
      Neither
      the Company nor any of its Subsidiaries have any liability (whether absolute
      or
      contingent), except for (a) liabilities shown on the Balance Sheet, and (b)
      liabilities which have arisen since the Balance Sheet Date in the ordinary
      course of business and which are similar in nature and amount to the liabilities
      which arose during the comparable period of time in the immediately preceding
      fiscal period. 

     

     


    
      
        
        

      

      
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    3.10 Absence
      of Changes.
      There
      has been no material adverse change in the financial condition of the Company
      or
      its business prospects since the Balance Sheet Date.

     

    3.11 Taxes.
      The
      Company and each of its Subsidiaries have filed or have obtained presently
      effective extensions with respect to all federal, state, county, local and
      foreign tax returns which are required to be filed by it, such returns are
      complete and accurate in all material respects and all taxes shown thereon
      to be
      due have been timely paid. None of such tax returns is now under audit or
      examination by any foreign, federal, state or local authority and there are
      no
      agreements, waivers or other arrangements providing for an extension of time
      with respect to the assessment or collection of any tax or deficiency of any
      nature against the Company or any of its Subsidiaries, or with respect to any
      of
      the tax returns, or any suits or other actions, proceedings, investigations
      or
      claims now pending or, to the Company’s knowledge, threatened against the
      Company or any of its the Subsidiaries with respect to any tax..

     

    3.12 Property
      and Assets.
      Except
      as set forth in Section 3.12 of the Company’s Disclosure Schedule, the Company
      and each of its Subsidiaries has good title to, or a valid leasehold interest
      in, all of its material properties and assets, including all properties and
      assets reflected in the Balance Sheet, except those disposed of since the date
      thereof in the ordinary course of business, and none of such properties or
      assets is subject to any Security Interest, except (a) as reflected on the
      Balance Sheet, (b) for statutory liens for the payment of current taxes that
      are
      not yet due and payable, and (c) as set forth in Section 3.12 of the Company’s
      Disclosure Schedule. 

     

    3.13 Intellectual
      Property.

     

    (a) The
      Company and each of its Subsidiaries owns or have the right to use all
      Intellectual Property (as defined below) used or useful in the operation of
      the
      business as now conducted and as currently planned to be conducted by the
      Company and each of its Subsidiaries. To the
      knowledge of the Company, the Company’s and each of its Subsidiaries’ current
      and intended products, services and processes do not infringe on any
      Intellectual Property held by any other person.

     

    (b) For
      purposes of this Agreement, the following terms shall have the following
      meanings:

     

    (i) “Intellectual
      Property” shall mean all: (A) patents, patent applications, patent rights,
      patent disclosures and all related continuation, continuation-in-part,
      divisional, reissue, reexamination, utility model, certificate of invention
      and
      design patents, registrations and applications for registrations; (B)
      trademarks, service marks, trade dress, Internet domain names, logos, designs,
      trade names, brand and service names, corporate names and registrations and
      applications for registration thereof; (C) copyrights and registrations and
      applications for registration thereof; (D) mask works and registrations and
      applications for registration thereof; (E) computer software, source code,
      object code, data and documentation; (F) inventions, trade secrets and
      confidential business information, whether patentable or nonpatentable and
      whether or not reduced to practice, know-how, manufacturing and product
      processes and techniques, research and development information, copyrightable
      works, financial, marketing and business data, pricing and cost information,
      business and marketing plans and customer and supplier lists and information;
      (G) other proprietary rights relating to any of the foregoing (including
      remedies against infringements thereof and rights of protection of interest
      therein under the laws of all jurisdictions); and (H) copies and tangible
      embodiments thereof.

     


    
      
        
        

      

      
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    (ii) “Company
      Intellectual Property” shall mean the Intellectual Property owned by or licensed
      to the Company or any of its Subsidiaries.

     

    3.14 Insurance.
      The
      Company and each of its Subsidiaries maintains in full force and effect valid
      policies of general liability, errors and omissions, workers’ compensation
      insurance and other insurance with respect to its properties and business of
      the
      kinds and in the amounts deemed sufficient by management. 

     

    3.15 Employees
      and Employee Benefit Matters.

     

    (a) Subject
      to applicable law and the terms and conditions of employment agreements, the
      employment of each officer and employee of the Company and each of its
      Subsidiaries is terminable at the will of the Company. The Company is not aware
      that any employee of the Company or any of its Subsidiaries has plans to
      terminate his or her employment relationship with the Company or any of its
      Subsidiaries nor does the Company or any of its Subsidiaries have a present
      intention to terminate the employment of any employee. The Company and each
      of
      its Subsidiaries have complied in all material respects with all applicable
      laws
      relating to wages, hours, equal opportunity, collective bargaining, workers’
compensation insurance and the payment of social security and other
      taxes..

     

    (b) Section
      3.15(c) of the Company’s Disclosure Schedule sets forth a list of all key
      employees, officers and directors of the Company and each of its Subsidiaries
      and sets forth the annual salary and any bonus arrangements of such key
      employees, officers and directors. As used in the foregoing sentence, the term
      “key employee” shall include any employee who is entitled to annual compensation
      of $100,000 or more.

     

    3.16 Books
      and Records.
      The
      stock
      ledger of the Company is complete and accurate and reflects all issuances,
      transfers, repurchases and cancellations of the shares of common stock of the
      Company.

     

    3.17 Primary
      Business.
      The
      Company and each of its Subsidiaries are engaged primarily in the business
      of
      developing, publishing and distributing interactive entertainment software
      and
      have no present intention of changing their respective businesses.

     

    3.18 U.S.
      Real Property Holding Corporation.
      Neither
      the Company nor any of its Subsidiaries is now and has ever been a “United
      States Real Property Holding Corporation” as defined in Section 897(c)(2) of the
      Code and Section 1.897-2(b) of the Regulations promulgated by the Internal
      Revenue Service.

     

    3.19 Real
      Property.
      Neither
      the Company nor any of its Subsidiaries own any real property. There are no
      options held by the Company or any of its Subsidiaries or contractual
      obligations on the part of the Company or any of its Subsidiaries to purchase
      or
      acquire any interest in real property, or options granted by the Company or
      any
      of its Subsidiaries or contractual obligations on the part of the Company or
      any
      of its Subsidiaries to sell or dispose of any interest in real property.


     


    
      
        
        

      

      
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    3.20 Debt
      Obligations.
      Except
      as set forth in Section 3.20 of the Company’s Disclosure Schedule, (i) neither
      the Company nor any of its Subsidiaries has any debt obligations (other than
      debt to trade creditors arising in the ordinary course of the Company’s or any
      of its Subsidiaries’ businesses not in excess of $5,000 per creditor and $25,000
      in the aggregate), and (ii) there are no liens that encumber the assets of
      the
      Company or any of its Subsidiaries as of the Closing. Any
      and
      all payments relating to prior acquisitions of the Company and its subsidiaries
      are set forth on Section 3.20 of the Company’s Disclosure Schedule.

     

    4.    Representations
      of the Purchaser.
      The
      Purchaser represents and warrants to the Company as follows:

     

    4.1 Investment.
      The
      Purchaser is acquiring the Note, for its own account for investment and not
      with
      a view to, or for sale in connection with, any distribution thereof, nor with
      any present intention of distributing or selling the same; and, except as
      contemplated by this Agreement and the Ancillary Agreements, the Purchaser
      has
      no present or contemplated agreement, undertaking, arrangement, obligation,
      indebtedness or commitment providing for the disposition thereof. The Purchaser
      was not solicited pursuant to any general solicitation or general advertising
      in
      connection with the offer and sale of the Note, including advertisements,
      articles, notices or other communications published in any newspaper, magazine
      or similar media or broadcast over radio, or television, or any seminar or
      meeting whose attendees have been invited by general solicitation or general
      advertising. 

     

    4.2 Authority.
      The
      Purchaser has full power and authority to enter into and to perform this
      Agreement and the Ancillary Agreements in accordance with their terms. The
      execution, delivery and performance by Purchaser of this Agreement and the
      Ancillary Agreements, and the transactions contemplated hereby and thereby
      by
      Purchaser have been duly authorized by all necessary corporate, partnership,
      limited liability or other action. This Agreement has been, and the Ancillary
      Agreements when executed at the Closing will be, duly executed and delivered
      by
      Purchaser and constitute valid and binding obligations of Purchaser enforceable
      in accordance with their respective terms, subject as to enforcement of remedies
      to applicable bankruptcy, insolvency, reorganization, moratorium or similar
      laws
      affecting generally the enforcement of creditors’ rights and subject to a
      court’s discretionary authority with respect to the granting of a decree
      ordering specific performance or other equitable remedies. 

     

    4.3 Knowledge
      and Experience.
      Purchaser (a) has sufficient knowledge and experience in finance and business
      that it is capable of evaluating the risks and merits of its investment in
      the
      Company, (b) is able financially to bear the risks thereof, (c) has been
      furnished with and has had access to such information as Purchaser has
      considered necessary to make a determination as to the purchase of the Note
      together with such additional information as Purchaser has deemed necessary
      to
      verify the accuracy of the information supplied, (d) has had all questions
      which
      have been asked by Purchaser satisfactorily answered by a representative of
      the
      Company, and (e) is
      an
“accredited investor” within the meaning of Regulation D promulgated under the
      Securities Act of 1933, as amended

     

     


    
      
        
        

      

      
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    4.4 Note
      and Underlying Securities Not Registered; No Public Market.
      Purchaser understands and acknowledges that the offering of the Note pursuant
      to
      this Agreement will not be registered under the Securities Act on the grounds
      that the offering and sale of securities contemplated by this Agreement are
      exempt from registration under the Securities Act and that the Company’s
      reliance upon such exemptions is predicated, in part, upon Purchaser’s
      representations set forth in this Section 4. Purchaser acknowledges and
      understands that the Note and the Underlying Securities must be held
      indefinitely unless subsequently registered under the Securities Act and
      qualified under applicable state securities laws or an exemption from such
      registration and such qualification is available. Purchaser understands that
      no
      public market now exists for any of the securities issued by the Company, that
      the Company has made no assurances that a public market will ever exist for
      its
      securities.

     

    5.    Restrictive
      Legends.
      The
      Note and certificate representing underlying securities shall bear a legend
      substantially in the following form:

     

    [This
      Note and the securities issuable upon conversion hereof] [“The securities
      represented by this certificate] have not been registered under the Securities
      Act of 1933, as amended, and may not be offered, sold or otherwise transferred,
      pledged or hypothecated unless and until such securities are registered under
      such Act or an opinion of counsel satisfactory to the Company is obtained to
      the
      effect that such registration is not required.”

     

    The
      foregoing legend shall be removed from the Note or certificates representing
      Underlying Securities, at the request of the holder thereof, at such time as
      they become eligible for resale pursuant to Rule 144(k) under the Securities
      Act.

     

    6.    Miscellaneous.

     

    6.1 Successors
      and Assigns.
      This
      Agreement, and the rights and obligations of Purchaser hereunder, may be
      assigned by Purchaser to any person or entity to which the Note or Underlying
      Securities are transferred by Purchaser in compliance with the provisions of
      this Agreement and the Ancillary Agreements and such transferee shall be deemed
      a “Purchaser” for purposes of this Agreement; provided that such assignment of
      rights shall be contingent upon the transferee providing a written instrument
      to
      the Company notifying the Company of such transfer and assignment and agreeing
      in writing to be bound by the terms of this Agreement. The Company may not
      assign its rights under this Agreement.

     

    6.2 Survival.
      Notwithstanding any investigation made by Purchaser, each of the representations
      and warranties made herein shall survive for a period of two years from the
      Closing Date. All covenants made herein shall survive the execution and delivery
      of this Agreement and the Closing indefinitely unless otherwise specified
      therein.

     

    6.3 Expenses.
      The
      Company shall pay, at the Closing, the reasonable legal fees and disbursements
      of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the
      Purchaser, in connection with the preparation of this Agreement and the other
      agreements contemplated hereby and the closing of the transactions contemplated
      hereby up to a maximum of $15,000 in the aggregate. If any party initiates
      any
      legal action arising out of or in connection with this Agreement or any of
      the
      Ancillary Agreements, the prevailing party in such legal action shall be
      entitled to recover from the other party reasonable attorneys’ fees, expert
      witness fees and expenses incurred by the prevailing party in connection
      therewith.

     

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    6.4 Brokers.
      The
      Company and Purchaser (i) represent and warrant to each other that it has not
      retained a finder or broker in connection with the transactions contemplated
      by
      this Agreement, and (ii) will indemnify and save the other harmless from and
      against any and all claims, liabilities or obligations with respect to brokerage
      or finders’ fees or commissions or consulting fees in connection with the
      transactions contemplated by this Agreement asserted by any person on the basis
      of any statement or representation alleged to have been made by such
      indemnifying party.

     

    6.5 Severability.
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this
      Agreement.

     

    6.6 Specific
      Performance.
      In
      addition to any and all other remedies that may be available at law, in the
      event of any breach of this Agreement, Purchaser shall be entitled to specific
      performance of the agreements and obligations of the Company hereunder and
      to
      such other injunctive or other equitable relief as may be granted by a court
      of
      competent jurisdiction.

     

    6.7 Governing
      Law; Jurisdiction.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York (without reference to the conflicts of law
      provisions thereof). All suits, actions or proceedings arising out of, or in
      connection with, this Agreement or the transactions contemplated by this
      Agreement shall be brought in any federal or state court of competent subject
      matter jurisdiction sitting in New York, New York. Each of the parties hereto
      by
      execution and delivery of this Agreement, expressly and irrevocably (i) consents
      and submits to the personal jurisdiction of any such courts in any such action
      or proceeding; (ii) consents to the service of any complaint, summons, notice
      or
      other process relating to any such action or proceeding by delivery thereof
      to
      such party as set forth in Section 6.8 hereof; and (iii) waives any claim or
      defense in any such action or proceeding based on any alleged lack of personal
      jurisdiction, improper venue, forum non conveniens or any similar
      basis.

     

    6.8 Notices.
      All
      notices, requests, consents and other communications under this Agreement shall
      be in writing and shall be deemed delivered (i) upon delivery when delivered
      personally, (ii) three business days after being sent by registered or certified
      mail, return receipt requested, postage prepaid, or (iii) one business day
      after
      being sent via a reputable nationwide overnight courier service guaranteeing
      next business day delivery, in each case to the intended recipient as set forth
      below:

     

    If
      to the
      Company:

    Ron
      Chaimowitz

    Chief
      Executive Officer

    Green
      Screen Interactive Software, LLC

    575
      Broadway


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    New
      York,
      NY 10012

    Ph:
       (212)
      400-4848

    Fax:
       (212)
      400-4849

    ron@greenscreengames.com

    


    With
      a
      copy to:

    Paul
      Berg


    Berkowitz,
      Trager & Trager LLC

    8
      Wright
      Street

    Westport,
      CT 06880 

    Ph: (203)
      291-8220 

    Fax: (203)
      226-3801 

    pb@bertralaw.com

     

    If
      to any
      Purchaser:

     

    To
      such
      Purchaser’s address as set forth on its executed counterpart signature page
      hereto.

     

    Any
      party
      may give any notice, request, consent or other communication under this
      Agreement using any other customary means (including, without limitation,
      personal delivery, messenger service, telecopy, first class mail or electronic
      mail), but no such notice, request, consent or other communication shall be
      deemed to have been duly given unless and until it is actually received by
      the
      party for whom it is intended. Any party may change the address to which
      notices, requests, consents or other communications hereunder are to be
      delivered by giving the other parties notice in the manner set forth in this
      Section.

     

    6.9 Complete
      Agreement.
      This
      Agreement (including its Exhibits) and the Ancillary Agreements constitute
      the
      entire agreement and understanding of the parties hereto with respect to the
      subject matter hereof and supersedes all prior agreements and understandings
      relating to such subject matter.

     

    6.10 Amendments
      and Waivers.
      This
      Agreement may be amended or terminated and the observance of any term of this
      Agreement may be waived with respect to all parties to this Agreement (either
      generally or in a particular instance and either retroactively or prospectively)
      and with the written consent of the Company and the Purchaser. No waivers of
      or
      exceptions to any term, condition or provision of this Agreement, in any one
      or
      more instances, shall be deemed to be, or construed as, a further or continuing
      waiver of any such term, condition or provision.

     

    6.11 Construction.
      The
      parties have participated jointly in the negotiation and drafting of this
      Agreement. In the event an ambiguity or question of intent or interpretation
      arises, this Agreement shall be construed as if drafted jointly by the parties
      and no presumption or burden of proof shall arise favoring or disfavoring any
      party by virtue of the authorship of any of the provisions of this Agreement.
      Any reference to any federal, state, local or foreign statute or law shall
      be
      deemed also to refer to all rules and regulations promulgated thereunder and
      any
      applicable common law, unless the context requires otherwise. The word
“including” shall mean including, without limitation, and is used in an
      illustrative sense rather than a limiting sense. Terms used with initial capital
      letters will have the meanings specified, applicable to singular and plural
      forms, for all purposes of this Agreement. Whenever the context may require,
      any
      pronouns used in this Agreement shall include the corresponding masculine,
      feminine or neuter forms, and the singular form of nouns and pronouns shall
      include the plural, and vice versa.

     

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    6.12 Counterparts;
      Facsimile Signatures.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original, and all of which shall constitute one and the same
      document. This Agreement may be executed by facsimile signatures.

     

    6.13 Section
      Headings and References.
      The
      section headings are for the convenience of the parties and in no way alter,
      modify, amend, limit or restrict the contractual obligations of the parties.
      Any
      reference in this agreement to a particular section or subsection shall refer
      to
      a section or subsection of this Agreement, unless specified
      otherwise.

     

    6.14 Delays
      or Omissions.
      No
      delay or omission to exercise any right, power or remedy accruing to the Company
      or Purchaser shall impair any such right, power or remedy of the Company or
      such
      holder, nor shall it be construed to be a waiver of any breach or default under
      this Agreement, or an acquiescence therein, or of or in any similar breach
      or
      default thereafter occurring; nor shall any delay or omission to exercise any
      right, power or remedy or any waiver of any single breach or default be deemed
      a
      waiver of any other right, power or remedy or breach or default theretofore
      or
      thereafter occurring. All remedies, either under this Agreement or by law,
      otherwise afforded to the Company or Purchaser, shall be cumulative and not
      alternative.

     

    6.15 No
      Third Party Beneficiaries.
      This
      Agreement shall not confer any rights or remedies upon any person other than
      the
      parties hereto, their permitted successors and assigns.

     

    6.16 Further
      Assurances.
      The
      parties hereto agree (a) to furnish upon request to each other such further
      information, (b) to execute and deliver to each other such other documents,
      and
      (c) to do such other acts and things, all as any other party to this Agreement
      may reasonably request, for the purpose of carrying out the intent of this
      Agreement, the Ancillary Agreements and the documents referred to herein and
      therein.

     

     

    {Remainder
      of page left intentionally blank. Counterpart signature page(s) to
      follow.}



    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


     

    COMPANY
      COUNTERPART SIGNATURE PAGE TO

    NOTE
      PURCHASE AGREEMENT

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Note Purchase Agreement
      as of
      the date first written above.

     

     

    GREEN
      SCREEN INTERACTIVE SOFTWARE, INC.

     

    By:
      /s/ Ron Chaimowitz

    Name:
      Ron
      Chaimowitz

    Title:
      CEO

     

     

    


     


     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    PURCHASER
      COUNTERPART SIGNATURE PAGE TO

    NOTE
      PURCHASE AGREEMENT

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Note Purchase Agreement
      as of
      the date first written above.

     

     

    FOR
      ENTITY PURCHASER:

     

    MANDALAY
      MEDIA, INC.

     

    By:
      /s/ James Lefkowitz

      Its:
      President   

     

    Address
      for Notice Purposes: 2121 Avenue of the Stars, Suite 2550 Los Angeles, CA
      90067

    Telephone: (301)
      601-2500     Facsimile:
      (310) 277-2741


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    


     

    FORM
      OF
      NOTE

     


     


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    


     

    COLATERAL
      PLEDGE AND SECURITY AGREEMENT

     

    


     

    


     


     


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    


     

    GUARANTY

     

    


     

    


     


     


    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    


     

    COMPANY’S
      DISCLOSURE SCHEDULE

     

    


     


    
      
        
        

      

      
        D-1